**Exhibit 10.54****EXHIBIT F****MANAGING DIRECTOR AGREEMENT**This Agreement (“Agreement”) is between BearingPoint, Inc., (“BearingPoint”) and Judy Ethell (“You”and all similar references) as of July 1, 2005 (the “Effective Date”):**1. Employment.**You accept employment on the terms of this Agreement from the Effective Date untilthe end of your employment with BearingPoint in accordance with Section 6. By signing thisAgreement, you agree to: (a) devote your professional time and effort to BearingPoint’s businessand to refrain from professional practice other than on account of or for the benefit ofBearingPoint; (b) perform any and all work assigned to you by BearingPoint faithfully and to thebest of your ability at such times and places as BearingPoint designates; (c) abide by all policiesof BearingPoint, current and future, including the Equal Employment Opportunity policy attached asExhibit A, and the Anti-Harassment policy attached as Exhibit B, (d) abide by the Confidentialityand Intellectual Property Agreement attached as Exhibit C, and (e) abide by the terms of theConsent Form, concerning personal data, attached as Exhibit D. You also confirm that you are notcurrently bound by any agreement that could prohibit or restrict you from being employed byBearingPoint Or from performing any of your duties under this Agreement.**2. Compensation and Benefits.**As of the Effective Date, BearingPoint will pay you a base salary,less required and authorized withholding and deductions, payable in installments in accordance withBearingPoint’s normal payroll practices. From time to time, BearingPoint may adjust your Salary andother compensation in its discretion. During your employment, you will be eligible to participatein any employee compensation or benefit plans (including group medical and 401(k)), incentive awardprograms, and stock option plans, any applicable employee stock purchase plan and to receive otherfringe benefits that BearingPoint may decide to make generally available to employees in yourposition. BearingPoint may amend or discontinue any of its plans, programs, policies and proceduresat any time for any or no reason with or without notice.You agree that in order to receive any stock options, you will be required to enter into a separatestock option agreement which will provide (among other things) for the termination of your stockoptions and a payment to BearingPoint or its designee of some or all of your gain if you violateSections 1(d), 3, 6(b), or Exhibit C.**3. Covenants.**In consideration of your employment and eligibility for stock options, restrictedstock units and other equity rights, you agree to the following obligations which are reasonablydesigned to protect BearingPoint’s legitimate business interests without unreasonably restrictingyour ability to earn a living after leaving BearingPoint. The wishes or preferences of a Client orProspective Client (defined below) are not relevant to or admissible in any dispute under Sections3 or 4:
 

 
(a) While employed with BearingPoint and until 1 year after your termination or resignation, youcannot enter a relationship or venture to provide BearingPoint Services anywhere in the world forthe benefit of an entity other than BearingPoint. A relationship or venture is defined as anassociation with (i) another management group member of BearingPoint (or other comparableindividual), or (ii) any individual who was a management group member of BearingPoint (or othercomparable individual) within 12 months before your termination or resignation or 12 months beforeyou seek to perform BearingPoint Services with such an individual, whichever is later.(b) While employed with BearingPoint and for 2 years after your termination or resignation, youshall not, directly or indirectly: (i) perform, provide or assist any “Competing Entity” as thatterm is defined in Section 5 below, in performing or providing BearingPoint Services for any Clientor Prospective Client; or (ii) solicit or assist any entity in soliciting any Client or ProspectiveClient for the purpose of performing or providing any BearingPoint Services. Without limitationwhatsoever to the foregoing, you expressly acknowledge and agree that for the purpose of providing,or assisting any Competing Entity in providing, BearingPoint Services, your calling upon, meetingwith, making presentations to, having business related discussions with Clients and ProspectiveClients of BearingPoint, within such 2 years of ceasing, for whatever reason, to serve as the ChiefAccounting Officer (CAO) or Chief Financial Officer (CFO) of BearingPoint will necessarilyconstitute a violation of this Subsection 3.(b), immediately entitling BearingPoint to pursue alllegal and equitable remedies available.(c) While employed with BearingPoint and for 2 years after your termination or resignation, youshall not, directly or indirectly, accept employment or a contract for the provision of services,with any Competing Entity.(d) While employed with BearingPoint and for 2 years after your termination or resignation, youshall not, directly or indirectly solicit, employ or retain (or assist another entity in doing so)any employee of BearingPoint or any former employee who left BearingPoint within 12 months beforeor after your termination or resignation to perform BearingPoint Services with you or any personassociated with you.**4. Remedies.**In addition to any other remedies that may be available to BearingPoint for breach ofthis Agreement, you agree to the following obligations and accept the following consequences forbreaching Section 3. You agree that BearingPoint will suffer damages as a result of your breach ofSection 3 that are difficult to calculate and that the payments required by Section 4 are areasonable forecast of the damages likely to result and are not a penalty of any kind. Inparticular, you agree that your total compensation is based on your value to BearingPoint, and thatit reflects your efforts at developing and maintaining client and employee relationships on behalfof BearingPoint.(a) If you breach Section 3(b)(i) or (ii), you will, in addition to any payments under Sections4(b), pay BearingPoint or its designee 50% of the gross fees and other amounts paid or payableduring the 3 years after the breach to you or any other entity associated with you, by any Clientor Prospective Client that was solicited or provided with services
 

 
in violation of Section 3(b)(i) or (ii). These payments will be made in cash within thirtydays after payment by the Client or Prospective Client.(b) If you breach Section 3(d), you will, in addition to any payments under Sections 4(a), payBearingPoint or its designee 100% of the total compensation (including salary and bonus) paid orpayable by BearingPoint to the solicited, employed or retained employee during: (i) the 12 monthsbefore your breach of Section 3(d); or (ii) in the case of a former employee, the 12 months beforethe employee left BearingPoint. These payments will be made in not less than quarterly cashinstallments over the 24 months following such breach.**5. Certain Definitions.****“Cause”** means any of the following conduct by you: (I) embezzlement, misappropriation of corporatefunds, or other material acts of dishonesty; (II) commission or conviction of any felony, or of anymisdemeanor involving moral turpitude, or entry of a plea of guilty or nolo contendere to anyfelony or misdemeanor; (III) engagement in any activity that you know or should know could harm thebusiness or reputation of BearingPoint; (IV) material failure to adhere to BearingPoint’s corporatecodes, policies or procedures; (V) continued failure to meet performance standards as determined byBearingPoint over two consecutive performance review periods; (VI) a breach or threatened breach ofany provision of Sections 1(d), 3 or Exhibit C, or a material breach of any other provision ofthis Agreement if the breach is not cured to BearingPoint’s satisfaction within a reasonable periodafter BearingPoint provides you with notice (to your address on BearingPoint’s records) of thebreach (no notice and cure period is required if the breach cannot be cured); or (VII) violation ofany statutory, contractual, or common law duty or obligation to BearingPoint, including withoutlimitation the duty of loyalty.**“Client”**means any entity that is or was a client of BearingPoint (which includes any subsidiary ofBearingPoint throughout this definition) at or within 12 months before the time you seek torepresent a competitive enterprise or entity, or solicit or perform services for such client andthat, within 2 years before your termination or resignation, you (I) performed BearingPointServices for or on behalf of BearingPoint, or a related or affiliated entity, or (II) had contactwith, knowledge of, or access to Proprietary Information (as defined in Exhibit C) or otherinformation concerning the client, in connection with your BearingPoint employment.**“BearingPoint”**as used throughout this Agreement includes any successor to, or subsidiary ofBearingPoint with which you become employed or associated (except as more broadly defined elsewherein this Agreement).**“BearingPoint Services”**means the managed services, business strategy consulting services, systemsintegration and information technology operations services, conducted and provided by BearingPoint.
 

 
**“Competing Entity”**means any of the following entities, their affiliates, subsidiaries, andsuccessors: Accenture Ltd., Answerthink, Booz Allen, Cambridge Technology Partners (CTP), ComputerSciences Corporation (CSC), Deloitte Consulting, EDS, Cap Gemini Ernst & Young, KPMG LLP, Anteon,SAP, Hewlett-Packard, IBM, Lucent Technologies, Oracle, PricewaterhouseCoopers, Unisys, US Web, andErnst & Young.**“Prospective Client”**means any entity that is not a Client but with respect to whom, within 1 yearbefore your termination or resignation, you (I) conducted, prepared or submitted, or assisted inconducting, preparing or submitting, any proposal or client development or marketing efforts onbehalf of BearingPoint (which includes any subsidiary of BearingPoint throughout this definition),or a related or affiliated entity, or (II) had contact with, knowledge of, or access to ProprietaryInformation or other information concerning the prospective client, in connection with yourBearingPoint employment.**6. Termination and Resignation.**(a) Your employment is terminable at will. BearingPoint mayterminate your employment for Cause effective immediately upon written notice (to your address onBearingPoint’s records). You will be entitled to earned and unpaid base salary and payment for anyearned and unused personal days through the termination date (in the case of performancedeficiencies, yon also will receive an additional payment as provided below).BearingPoint also may terminate your employment other than for Cause or for no reason, effectiveupon written notice (to your address on BearingPoint’s records) or any later date specified in thenotice. In this case, you will be entitled to all earned and unpaid base salary through thetermination date. BearingPoint will also pay you for any earned and unused personal days and anadditional amount of severance pay Which, when added to your personal days payment (if any), totals3 months pay at your then current base salary. All of the payments in this Section 6(a) are lessrequired and authorized withholding and deductions. BearingPoint, in its sole discretion, may electany method or manner of payment under this provision, and may also require you to perform services,as detailed in Section 1 of this Agreement, during the period of time prior to your specifiedtermination date. In the event you qualify for payment under any of the provisions of theemployment letter entered into by you and BearingPoint on March 17, 2005 (the “Employment Letter”)as a result of your termination or resignation of employment, you shall not be eligible to receiveany payment under the provisions of this Managing Director Agreement.(b) You may voluntarily terminate your employment with BearingPoint upon 3 months prior writtennotice directed to BearingPoint’s Human Resources Department. Without limiting any other remedies,if you breach this Section 6(b), you will pay BearingPoint or its designee 25% of the totalcompensation (including salary and bonus) paid or payable to you on an annualized basis byBearingPoint during the fiscal year in which your breach occurs. These payments will be made in notless than quarterly cash installments over the 24 months following your breach.
 

 
(c) You agree to provide all assistance requested by BearingPoint in transitioning your duties,responsibilities and client and other BearingPoint relationships to other BearingPoint personnel,both during your employment and after your termination or resignation.**7. Arbitration.** All disputes between you and BearingPoint (which includes any subsidiary ofBearingPoint throughout this Section 7) shall be resolved by arbitration in Virginia. Arbitrabledisputes include without limitation employment and employment termination claims and claims by youfor employment discrimination, harassment, retaliation, wrongful termination, or violations underTitle VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the AmericansWith Disabilities Act, the Family and Medical Leave Act, or the Employee Retirement Income SecurityAct, under any other federal, state, foreign or local law, regulation, ordinance, executive order,constitution, or under common law.Arbitrations shall take place before a panel of three arbitrators which shall consist of oneperson selected by each of the two sides to the dispute and the third person jointlyselected by the other two arbitrators. The arbitration panel shall have no authority tomodify this Agreement (except pursuant to Section 12) or to award punitive or exemplarydamages. BearingPoint may, without waiving its right to compel arbitration, and withoutsecuring or posting any bond, seek injunctive or other provisional relief from a court ofcompetent jurisdiction in aid of arbitration, to prevent any arbitration award from beingrendered ineffectual, to protect BearingPoint’s confidential information or intellectualproperty or for any other purpose in the interests of BearingPoint. The courts of Virginiaor any court of competent jurisdiction in any other state will have jurisdiction over anyproceeding relating to arbitrations, and may enter judgment on any arbitration awardrendered or grant judicial recognition of the award or an order of enforcement. You agreeto reimburse BearingPoint upon demand for any and all costs (including, withoutlimitation, attorneys’ fees and court costs) incurred by BearingPoint in enforcing any ofits rights under this Agreement.**8. Survival.**Sections 1(d), 1(e), 2 through 14, and Exhibits C and D shall survive any terminationof this Agreement or your employment (including your resignation).**9. Entire Agreement.**This Agreement is the entire agreement between you and BearingPoint regardingthese matters and supersedes any verbal and written agreements on such matters. In the event of aconflict between the main body of this Agreement and the Exhibits, the main body of the Agreementshall control. This Agreement may be modified only by written agreement. All Section headings arefor convenience only and do not modify or restrict any of this Agreement’s terms.**10. Choice of Law/Conflicts.**This Agreement shall be governed by the laws of the Commonwealth ofVirginia. You and BearingPoint consent to the jurisdiction and venue of any state or federal courtin the State of Virginia and agree that any permitted lawsuit may be brought to such courts orother court of competent jurisdiction. Each party hereby waives, releases and agrees not to assert,and agrees to cause its affiliates to waive,
 

 
release and not assert, any rights such party or its affiliates may have under any foreignlaw or regulation that would be inconsistent with the terms of this Agreement as governed byVirginia law. In the event of a conflict between the provisions of this Managing DirectorAgreement and the provisions of the Employment Letter accepted by you and which resulted inyour employment with BearingPoint, the terms of the Employment Letter shall control.**11. Waiver.**Any party’s waiver of any other party’s breach of any provision of this Agreementshall not waive any other right or any future breaches of the same or any other provision.**12. Severability.**If any provision of this Agreement is held invalid or unenforceable for anyreason, the invalidity shall not nullify the validity of the remaining provisions of thisAgreement. If any provision of this Agreement is determined by a court or arbitration panelto be overly broad in duration, geographical coverage or scope, or unenforceable for anyother reason, such provision will be narrowed so that it will be enforced as much aspermitted by law.**13. Assignment and Beneficiaries.**This Agreement only benefits and is binding on the partiesand their respective affiliates, successors and permitted assigns provided that you may notassign your rights or duties under this Agreement without the express prior written consentwith the other parties. BearingPoint may assign any rights or duties that it has, in whole orin part, to other affiliated or subsidiary entities without your consent.**14. Counterparts.**For convenience of the parties, this Agreement may be executed in one ormore counterparts, each of which shall be deemed an original for all purposes.**The parties state that they have read, understood and agree to be bound by this Agreement andthat they have had the opportunity to seek the advice of legal counsel before signing it andhave either sought such counsel or have voluntarily decided not to do so:**       **For BearingPoint, Inc.:**   **For Employee:**             /s/ Judy Ethell         Harry L. You   Judy Ethell  Chief Executive Officer   Date: June 22, 2005  BearingPoint, Inc